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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/22/23 Cosmos Health Inc. 8-K:5 9/18/23 12:165K Discount Edgar/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 47K 7: R1 Cover HTML 47K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- cosm_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.CAL XBRL Calculations -- cosm-20230918_cal XML 7K 6: EX-101.DEF XBRL Definitions -- cosm-20230918_def XML 10K 3: EX-101.LAB XBRL Labels -- cosm-20230918_lab XML 45K 5: EX-101.PRE XBRL Presentations -- cosm-20230918_pre XML 30K 2: EX-101.SCH XBRL Schema -- cosm-20230918 XSD 19K 11: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 12: ZIP XBRL Zipped Folder -- 0001477932-23-007031-xbrl Zip 15K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) i September 18, 2023
i Cosmos Health Inc. |
(Exact name of registrant as specified in its charter) |
i Nevada |
|
| i 27-0611758 | |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
i 141 West Jackson Blvd, i Suite 4236, i Chicago, i Illinois |
| i 60604 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code ( i 312) i 865-0026
N/A
(Former name or former address, if changed since last report.)
Title of Each Class |
| Trading Symbol |
| Name of Each Exchange On Which Registered |
i Common Stock, $.001 par value |
| i COSM |
| i Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers |
On September 20, 2023, Pavlos Ignatiades, our Chief Communications Officer, resigned effective immediately. Mr. Ignatiades was Chief Operating Officer from March 2020 until February 1, 2023, when elected Chief Communications Officer. Prior to 2020, he was in charge of the daily activities of all of the Company’s subsidiaries. We are ever thankful for his contributions to the Company.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 18, 2023, Cosmos Health Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). The following matters were submitted to a vote of the Company’s shareholders at the Meeting: (1) the election of each of the nominees for director; (2) the ratification of the October 2022 Public Offering; (3) the approval of the Company’s 2023 equity incentive plan; and (4) to authorize the Board of Directors to amend the Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at their discretion.
At the Meeting, a total of 4,879,702 shares of common stock of the Company (the “Common Stock”) voted in person or by proxy, out of 13,068,719 outstanding shares of Common Stock entitled to vote at the Meeting. This constituted approximately thirty-seven (37%) percent of the issued and outstanding shares which is in excess of the one-third required for a quorum. Set forth below is the number of votes cast for, for, against, withheld, abstentions, broker non-votes and voting percentages as to each matter.
1. | Election of Directors: |
Nomination |
| For |
|
| Withheld |
|
| % Votes Affirmative |
| |||
01 - Grigorios Siokas |
|
| 4,606,832 |
|
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| 272,870 |
|
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| 94.41 | % |
02 - Demetrios G. Demetriades |
|
| 4,867,713 |
|
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| 11,989 |
|
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| 99.75 | % |
03 - John J. Hoidas |
|
| 4,872,529 |
|
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| 7,173 |
|
|
| 99.85 | % |
04 - Dr. Anastasios Aslidis |
|
| 4,808,836 |
|
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| 70,866 |
|
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| 98.55 | % |
05 - Dr. Manfred Ziegler |
|
| 4,829,695 |
|
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| 50,007 |
|
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| 98.98 | % |
06 - Suhel Bhutawala |
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| 4,829,523 |
|
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| 50,179 |
|
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| 98.97 | % |
2. | To ratify the October 2022 Public Offering: |
For |
|
| Against |
|
| Abstain |
|
| % Votes Affirmative |
| ||||
| 4,770,999 |
|
|
| 106,633 |
|
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| 2,070 |
|
|
| 97.77 | % |
3. | To approve the Company’s 2023 equity incentive plan: |
For |
|
| Against |
|
| Abstain |
|
| % Votes Affirmative |
| ||||
| 4,596,072 |
|
|
| 277,077 |
|
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| 6,553 |
|
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| 94.19 | % |
4. | To authorize the Board of Directors to amend the Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at their discretion: |
For |
|
| Against |
|
| Abstain |
|
| % Votes Affirmative |
| ||||
| 4,766,157 |
|
|
| 113,059 |
|
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| 486 |
|
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| 97.67 | % |
-2- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COSMOS HEALTH INC. | |||
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Date: September 22, 2023 | By: | /s/ Georgios Terzis | |
| |||
Chief Financial Officer |
|
-3- |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/22/23 | |||
9/20/23 | ||||
For Period end: | 9/18/23 | 3, DEF 14A | ||
2/1/23 | 3, 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Cosmos Health Inc. 424B3 1:333K Discount Edgar/FA 2/15/24 Cosmos Health Inc. 424B3 1:163K Discount Edgar/FA 1/29/24 Cosmos Health Inc. S-3 4:460K Discount Edgar/FA |